EMPLOYMENT AGREEMENT
Exhibit
10.11
THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is
effective as of April 1, 2008 (the “Effective
Date”),
by and
between Samson Oil and Gas USA, Inc., a Colorado corporation (“Company”),
and
Xxxxx Xxxxx (“Employee”).
Recitals
Company
desires
to retain the personal services of Employee as Vice President Exploration
of
Company and of Company’s parent, Samson Oil and Gas Limited (“Parent”) and
Employee
is
willing to make his services available to Company and Parent,
on the
terms and conditions hereinafter set forth;
Agreement
NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties agree as follows:
1. Employment.
1.1 Employment
and Term.
Company
hereby agrees to employ Employee and Employee hereby agrees to serve Company,
on
the terms and conditions set forth herein, for the period commencing on the
Effective Date and continuing through March 31, 2011, unless sooner terminated
in accordance with the terms and conditions hereof (the “Term”).
1.2 Duties
of Employee.
Employee shall serve as the Vice President-Exploration of Company and Parent,
and in such capacity shall have and exercise general responsibility for
directing and implementing the exploration program of Company and
Parent.
Employee
shall report to the Chief Executive Officer and Managing Director of Company
and
Parent (the “CEO”). Employee shall also have such other powers and duties as the
CEO may from time to time delegate to him provided that such duties are
consistent with his position. Employee shall devote substantially all his
working time and attention to the business and affairs of Company and Parent
(excluding any vacation and sick leave to which Employee is entitled), render
such services to the best of his ability, and use his best efforts to promote
the interests of Company and Parent. So long as such activities do not interfere
with the performance of Employee’s responsibilities as an employee of Company in
accordance with this Agreement, it shall not be a violation of this Agreement
for Employee to (i) serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures or fulfill speaking engagements; (iii)
manage
personal investments; or (iv) participate in continuing education seminars
or
similar activities relevant to his duties and responsibilities for Company.
1.3 Place
of Performance.
In
connection with his employment by Company, Employee shall be based at Company’s
offices in Colorado or another mutually agreed location, except for travel
necessary in connection with Company’s business.
2. Compensation.
2.1 Base
Salary.
Employee shall receive a base salary in an amount set by the Board from time
to
time throughout the Term (the “Base
Salary”)
during
the Term, payable in installments consistent with Company’s normal payroll
schedule, subject to applicable withholding and other taxes. As of the Effective
Date, Employee’s Base Salary is $200,000. Employee’s Base Salary may be
increased, but shall not be decreased without Employee’s written
consent.
2.2 Incentive
Compensation.
Employee shall be entitled to a sign-on bonus payment of $16,700, minus
applicable withholding taxes, payable on the Effective Date. Employee may
also
receive cash bonus payments from time to time or at any time if so determined
by
the CEO in his discretion. The annual target for such bonuses is between
$35,000
and $50,000, though the amounts actually paid may be higher or lower depending
on Employee’s performance.
2.3 Overriding
Royalty Interest.
Company
will pay Employee an
Overriding Royalty Interest equal to 1% of all oil, gas and related hydrocarbons
produced, saved and marketed from
those
Company properties (“Royalty Properties”) that are, during the term of this
Agreement, either (a) acquired by Company primarily as a result of the
identification and recommendation of such properties by Employee
or
(b)
developed by Company primarily on the basis of Employee’s technical intellectual
pursuit of the identification or selection of the geological prospect for
drilling and development. In addition, Company will pay Employee an
Overriding Royalty Interest equal to 0.1% of all oil, gas and related
hydrocarbons produced, saved and marketed from
Company
properties for which, in Company’s judgment, Employee has been actively, but not
primarily, involved in either (i) the identification and recommendation as
an
acquisition or (ii) the technical intellectual pursuit of identifying or
selecting the geologic prospect for drilling and development (“Secondary Royalty
Properties”). Payment of an Overriding
Royalty
Interest
to
Employee on Royalty Properties or Secondary Royalty Properties (collectively,
“Properties”) shall continue only so long as the Company or
its
Parent
holds the Properties;
provided, however, that Employee
shall receive 1% of any
cash
proceeds from the sale, lease,
or other
disposition of Properties and,
in
exchange for such payment, Employee shall reassign the portion of the Overriding
Royalty Interest attributable to the sold, leased or disposed of Properties;
provided further that if any Properties are disposed of by a trade for other
property, an Overriding Royalty Interest shall be assigned to Employee with
respect to the property received in such trade. Employee can receive only
one
Overriding Royalty Interest on a single Property. Any Overriding Royalty
Interest to which Employee is entitled under this Section 2.3 shall be assigned
to the Employee in the form attached to this Agreement as Exhibit A.
2.4
Stock
Options.
Parent
will grant Employee options to purchase 2,000,000 shares of its stock at
an
exercise price of A$0.25. Thirty percent (30%) of Employee’s options will be
vested as of the Effective Date, thirty percent (30%) will be vested after
twelve (12) months of service of employment and forty percent (40%) will
be
vested after twenty-four (24) months of service of employment. Employee’s
options will remain exercisable until ninety (90) days after termination
of
Employee’s employment.
2
2.5 Relocation
Expense.
If
Company’s offices to which Employee is assigned are relocated outside of the
Denver, Colorado metropolitan area and Employee remains employed by Company
pursuant to this Agreement, then Company shall pay all reasonable relocation
expenses incurred by Employee in relocating to Company’s new location.
3. Expense
Reimbursement and Other Benefits.
3.1 Expense
Reimbursement.
During
the Term, Company shall reimburse Employee for all documented reasonable
expenses actually paid or incurred by Employee in the course of and pursuant
to
the business of Company, subject to and in accordance with the expense
reimbursement policies and procedures, including pre-approval for specified
expenses, as may be in effect from time to time for Company’s employees
generally.
3.2 Other
Benefits.
During
the Term, Company shall make available to Employee such benefits and perquisites
as are generally provided by Company to its senior management (subject to
eligibility), including but not limited to vacation and sick leave,
participation in any group life, medical, health, dental, disability or accident
insurance, pension plan, 401(k) savings and investment plan, profit-sharing
plan, employee stock purchase plan, incentive compensation plan or other
such
benefit plan or policy, if any, which may presently be in effect or which
may
hereafter be adopted by Company for the benefit of its senior management
or its
employees generally, in each case subject to and on a basis consistent with
the
terms, conditions and overall administration of such plan or arrangement.
3.3 Automobile.
Employee shall be entitled to the use of a motor vehicle chosen by Employee,
subject to a maximum capital cost of $25,000, including lease payments,
insurance, maintenance and fuel expenses, subject to Company’s general policies.
Company will report any non-business use of such vehicle as taxable income
of
Employee.
4. Termination.
4.1 Termination
for Cause.
Notwithstanding anything to the contrary in this Agreement, this Agreement
and
Employee’s employment hereunder may be immediately terminated by Company at any
time for Cause. As used in this Agreement, “Cause”
shall
mean (i) subject to the following sentences, any action or omission of Employee
which constitutes (A) a breach of any of the provisions of Section 5 of this
Agreement, (B) a breach by Employee of his fiduciary duties and obligations
to
Company, or (C) Employee’s failure or refusal to follow any lawful directive of
the Board, in each case which act or omission is not cured (if capable of
being
cured) within ten (10) days after written notice of same from Company to
Employee, or (ii) conduct constituting fraud, embezzlement, misappropriation
or
gross dishonesty by Employee in connection with the performance of his duties
under this Agreement, or a conviction of Employee of, a felony (other than
a
traffic violation) or, if it shall damage or bring into disrepute the business,
reputation or goodwill of Company or impair Employee's ability to perform
his
duties with Company, any crime involving moral turpitude. Employee shall
be
given a written notice of termination for Cause specifying the details thereof.
Upon any termination pursuant to this Section 4.1, Employee shall only be
entitled to his Base Salary as then in effect through the date of termination,
reimbursement of expenses incurred prior to the date of termination in
accordance with Section 3.1 hereof and, and any other compensation and benefits
payable in accordance with Section 3.2 hereof. Upon making such payments,
notwithstanding any other provision of this Agreement, Company shall have
no
further liability to Employee and Employee shall have no further rights or
benefits hereunder.
3
4.2 Disability.
Notwithstanding anything contained in this Agreement to the contrary, Company,
by written notice to Employee, shall at all times have the right to terminate
this Agreement and Employee’s employment hereunder if Employee shall, as the
result of mental or physical incapacity, illness or disability, fail or be
unable to perform his duties and responsibilities provided for herein in
all
material respects for a period of more than sixty (60) consecutive days in
any
12-month period. Upon any termination pursuant to this Section 4.2, (i) within
thirty (30) days after the date of termination, Company shall pay Employee
any
unpaid amounts of his Base Salary accrued prior to the date of termination
and
shall reimburse Employee for all expenses described in Section 3.1 of this
Agreement and incurred prior to the date of termination, and (ii) Company
shall
have no obligation to pay any further Base Salary, incentive compensation,
or
other employee benefits or payments to Employee for periods subsequent to
the
date of termination; provided,
however, that
Employee shall be entitled to receive any amounts then payable pursuant to
any
employee benefit plan, disability insurance policy or other plan, program
or
policy then maintained or provided by Company to Employee under Section 3.2
hereof or otherwise, but only if and to the extent that such amounts are
payable
pursuant to the terms of such plan, program or policy.
4.3 Death.
If
Employee dies during the term of his employment hereunder, this Agreement
shall
terminate on the date of Employee’s death. Upon any such termination, (i) within
thirty (30) days after the date of termination, Company shall pay to the
estate
of Employee any unpaid amounts of his Base Salary accrued prior to the date
of
termination and reimbursement for all expenses described in Section 3.1 of
this
Agreement and incurred by Employee prior to his death, and (ii) Company shall
have no obligation to pay any further Base Salary, incentive compensation,
or
other employee benefits or payments to Employee or Employee’s estate for periods
subsequent to the date of termination; provided,
however, that
Employee’s spouse, beneficiaries or estate, as the case may be, shall be
entitled to receive any amounts then payable pursuant to any employee benefit
plan, life insurance policy or other plan, program or policy then maintained
or
provided by Company to Employee under with Section 3.2 hereof or otherwise,
but
only if and to the extent that such amounts are payable pursuant to the terms
of
such plan, program or policy. Nothing herein is intended to give Employee’s
spouse, beneficiaries or estate any rights to or interest in any key man
life
insurance policy on Employee maintained by Company for the benefit of Company.
4
4.4 Termination
Without Cause.
Company
shall have the right to terminate this Agreement and Employee’s employment
hereunder without Cause by written notice to Employee. Upon any termination
pursuant to this Section 4.4, Company shall
pay
Employee any unpaid amounts of his Base Salary accrued prior to the date
of
termination
and
shall reimburse Employee for all expenses described in Section 3.1 of this
Agreement and incurred prior to the date of termination,
provided,
however, that if Company provided Employee with less than ninety (90) days
prior
written notice of the date of such termination, then in addition to his Base
Salary and benefits through the date of such termination, Company shall also
pay
Employee, on the date of such termination, an amount equal to his Base Salary
for the difference between the required ninety (90) days notice and the actual
notice given by Company, subject to all appropriate withholdings and deductions.
4.5 Voluntary
Resignation.
Employee may, upon not less than ninety (90) days prior written notice to
Company, resign and terminate his employment hereunder. In the event Employee
resigns as an employee of Company, he shall be entitled to receive only such
payment(s) as he would have received had he been terminated pursuant to Section
4.1 hereof. Employee
shall not under any circumstances give Company less than ninety (90) days
prior
written notice of his resignation date.
4.6 Resignation
for Good Reason.
Employee
may, by written notice to Company during the Term, elect to terminate his
employment on the basis of “good reason” if there is (a) a material change of
the principal location in which Employee is required to perform his duties
hereunder without Employee’s prior consent (it being agreed that any location
within the state of Colorado shall not be deemed a material change); or (b)
a
material reduction in (or a failure to pay or provide a material portion
of)
Employee’s Base Salary or other benefits payable under this Agreement. Any such
notice of termination by Employee for “good reason” shall specify the
circumstances constituting “good reason” and shall afford Company an opportunity
to cure such circumstances at any time within the thirty (30) day period
following the date of such notice. If Company does cure such circumstances
within said thirty (30) day period, the notice of termination shall be withdrawn
by Employee and of no further force and effect. If the circumstances cited
in
Employee’s notice qualify as “good reason” hereunder and are not cured within
the thirty (30) days after the notice, this Agreement shall be terminated
ninety
(90) days after Employee’s original written notice and such termination shall be
treated in all respects as if it had been a termination without cause under
Section 4.4 of this Agreement.
5
5. Restrictive
Covenants.
5.1 Nondisclosure.
(a) Employee
acknowledges
that as part of the terms of his employment by Company, he will have access
to
and/or may develop
or assemble confidential information owned by or related to Company, its
customers or its business partners or Parent. Such confidential information
(whether or not reduced to writing) shall include without limitation, plans
designs, data, production reports, reserve estimates, acquisition plans,
properties being evaluated for acquisition, marketing and development plans,
business plans, strategies, methods of operation processes, know-how, research
and development projects, manuals, techniques, software and hardware, customer
lists and information, contracts, marketing strategies and literature, agency
relationships and terms, financial information, pricing and compensation
structures, business relations and negotiations, employee lists, vendors
and
suppliers, and any other information designated as “confidential” by Company or
Parent (collectively, “Confidential
Information”).
Employee shall retain all Confidential Information in confidence in perpetuity,
and shall not use or disclose Confidential Information for any purpose other
than to the extent necessary to perform his duties as an employee of Company.
This duty of confidentiality shall continue indefinitely notwithstanding
any
termination of Employee’s employment.
(b) Employee
agrees to (i) return to Company upon request, and in any event, at the time
of
termination of employment for whatever reason, all documents, equipment,
notes,
records, computer disks and tapes and other tangible items in his possession
or
under his control which belong to Company or any of its affiliates or which
contain or refer to any Confidential Information relating to Company or any
of
its affiliates and (ii) if so requested by Company, delete all Confidential
Information relating to Company or any of its affiliates from any computer
disks, tapes or other re-usable material in his possession or under his control
which contain or refer to any Confidential Information relating to Company
or
any of its affiliates.
5.2 Non-solicitation.
During
the Term and for a period of one (1) year thereafter, (the “Severance Period”),
Employee (a) shall not solicit the business of any person, company or firm
which
is a former, current, or prospective customer, supplier, business associate,
investor or business partner of Company or Parent (an “Associate”) for the
benefit of anyone other than Company or Parent if the business solicited
is of a
type offered by Company or Parent during the Term, (b) shall not solicit
or
encourage any Associate to modify, diminish or eliminate its business
relationship with Company or Parent or take any other action with respect
to An
Associate that could be detrimental to the interests of Company or Parent,
and
(c) shall not solicit for employment or for any other comparable service,
such
as consulting services, and shall not hire or engage as a consultant any
employee or independent contractor employed or engaged by Company or Parent
at
any time during the Term. Employee acknowledges that violation of this covenant
constitutes a misappropriation of Company’s or Parent’s trade secrets in
violation of his duty of confidentiality owed to Company.
6
5.3 Non-competition.
(a) During
the Term, unless otherwise waived in writing by Company (such waiver to be
in
Company’s sole and absolute discretion), Employee shall not, directly or
indirectly, engage in, operate, manage, have any investment or interest or
otherwise participate in any manner (whether as employee, officer, director,
partner, agent, security holder, creditor, consultant or otherwise) in any
sole
proprietorship, partnership, corporation or business or any other person
or
entity (each, a “Competitor”)
that
engages directly or indirectly, in a Competing Business; provided,
that
Employee may hold or acquire, solely as an investment, shares of capital
stock
or other equity securities of any Competitor, so long as the securities are
publicly traded and Employee does not control, acquire a controlling interest
in, or become a member of a group which exercises direct or indirect control
of,
more than five percent (5%) of any class of equity securities of such Competitor
and may hold interest in oil and gas properties so long as such holdings
are
fully disclosed to Company. For purposes of this Agreement, the term
“Competing
Business”
means
any business
that is engaged in a business similar to or competitive with the business
of
Company, including any business directly or indirectly engaged in exploration,
development, production or management of oil or gas properties.
(b) During
the Term and during the Severance Period, Employee shall not, directly or
indirectly, own, manage, operate, finance, join, control or participate in
the
ownership, management, operation, financing or control of, or be connected
as an
officer, consultant, partner, principal, agent, representative, employee
or
otherwise, with any person or business that acquires or seeks to acquire
oil or
gas properties that were known to Company and under active consideration
for
acquisition or participation by Company during the term of this Agreement,
provided, however, that Employee
may,
after full, written disclosure to Company, purchase, participate in or otherwise
acquire such properties that have been or are, after the receipt of such
notice,
declined by Company.
5.4 Non-disparagement.
During
the Term and the Severance Period, Employee
will not distribute, cause a distribution of, or make any oral or written
statement, which directly or by implication tarnishes, creates a negative
impression of, or puts Company, its reputation and goodwill in a bad light,
or
disparages Company or Parent in any other way, including but not limited
to: (a)
the working conditions or employment practices of Company or Parent; (b)
Company’s oil and gas properties, including unproved or proved undeveloped
properties;
or (c)
Company’s
directors, officers and personnel. It will not be a violation of this section
for
Employee to make truthful statements, under oath, as required by law or formal
legal process.
5.5 Intellectual
Property Rights.
Employee
understands that as part of his Employment he may alone or together with
others
create, compile, or discover computer software, designs, literature, ideas,
trade secrets, know-how, commercial information (including information
concerning oil and gas properties, such as geological, engineering, seismic,
geophysical, or other technical information relating to such properties),
or any
other valuable invention or copyrightable work (collectively, “Intellectual
Property”).
Employee acknowledges that Company shall own all right, title, and interest
in
all Intellectual Property created by him in whole or in part in the course
of
his employment by Company. Employee hereby assigns to Company all right,
title,
and interest in the copyrights or patents embodied in or represented by such
Intellectual Property, including all rights of renewal and termination, and
to
any and all other intellectual property rights, including without limitation,
trademarks, trade secrets, and know-how embodied in Intellectual Property
or in
any other idea or invention developed in whole or in part by Employee in
the
course of his Employment. Employee further agrees to take all actions and
to
execute all documents necessary in order to perfect and to vest such
intellectual property rights in Company.
7
5.6 Injunction.
It is
recognized and hereby acknowledged by the parties hereto that a breach by
Employee of any of the covenants contained in Section 5 of this Agreement
will
cause irreparable harm and damage to Company, the monetary amount of which
may
be virtually impossible to ascertain. As a result, Employee recognizes and
hereby acknowledges that Company shall be entitled to an injunction from
any
court of competent jurisdiction enjoining and restraining any violation of
any
or all of the covenants contained in Section 5 of this Agreement by Employee
or
any of his affiliates, associates, partners or agents, either directly or
indirectly, and that such right to injunction shall be cumulative and in
addition to whatever other remedies Company may possess.
6. Entire
Agreement; No Conflicts With Existing Arrangements.
No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which
are
not set forth expressly in this Agreement and this Agreement contains the
entire
agreement, and supersedes any other agreement or understanding, between Company
and Employee relating to Employee’s employment and any compensation or benefits
in respect thereof. Employee represents and warrants to Company that he has
reviewed any existing employment or non-competition covenants with his prior
employer, and that his employment by Company hereunder does not and will
not
conflict with or constitute a breach or default under any of the terms or
provisions thereof.
7. Notices:
All
notices and other communications required or permitted under this Agreement
shall be in writing and will be either hand delivered in person, sent by
facsimile, sent by certified or registered first class mail, postage pre-paid,
or sent by nationally recognized express courier service. Such notices and
other
communications will be effective upon receipt if hand delivered or sent by
facsimile, five (5) days after mailing if sent by mail, and one (l) day after
dispatch if sent by express courier, to the following addresses, or such
other
addresses as any party may notify the other parties in accordance with this
Section:
|
If
to Company:
Xxxxx
000
0000
Xxxx Xxxx
Xxxxxxxx
XX 00000
Attention:
Xxxxxxx Xxxx
Facsimile:
(000) 000-0000
If
to Employee:
Xxxxx
Xxxxx
0000
Xxxx Xxxxx
Xxxxxx
XX 00000
|
8
8. Successors
and Assigns.
(a) This
Agreement is personal to Employee and without the prior written consent of
Company shall not be assignable by Employee otherwise than by will or the
laws
of descent and distribution. This Agreement shall inure to the benefit of
and be
enforceable by Employee’s legal representatives.
(b) This
Agreement shall inure to the benefit of and be binding upon Company and its
successors and assigns.
(c) Company
will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of Company to expressly assume and agree to perform this Agreement
in the
same manner and to the same extent that Company would be required to perform
it
if no such succession had taken place. As used in this Agreement, “Company”
shall
mean Company and any successor to its business and/or assets which assumes
and
agrees to perform this Agreement by operation of law or otherwise.
9.
Severability.
The
invalidity of any portion of this Agreement shall not affect the enforceability
of the remaining portions of this Agreement. If any provision of this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
or
section or sections had not been inserted. If such invalidity is caused by
length of time or size of area, or both, the otherwise invalid provision
will be
considered to be reduced to a period or area that would cure such
invalidity.
10. Waivers.
The
waiver by either party hereto of a breach or violation of any term or provision
of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or violation.
11. No
Third Party Beneficiary.
Nothing
expressed or implied in this Agreement is intended, or shall be construed,
to
confer upon or give any person (other than the parties hereto and, in the
case
of Employee, his heirs, personal representative(s) and/or legal representative)
any rights or remedies under or by reason of this Agreement.
12. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Colorado, without regard to principles of conflict of
laws.
13. Survival.
Employee’s obligations under Section 5 hereof shall not terminate upon the
termination of employment or the termination of this Agreement but shall
continue in accordance with their terms set forth herein.
14. Counterparts
and Facsimile Signatures.
This
Agreement may be executed in one or more counterparts and by the separate
parties hereto in separate counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same document.
Telecopies or other electronic facsimiles of original signatures shall be
deemed
to be the same as original signatures for all purposes.
9
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the
Effective Date.
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COMPANY:
SAMSON
OIL AND GAS USA, INC.
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxx | |
| Xxxxx Xxxx, CEO & Managing Director | ||
| EMPLOYEE: | ||
| /s/ Xxxxx Xxxxx | ||
| Xxxxx Xxxxx | ||
10
ASSIGNMENT
OF OVERRIDING ROYALTY INTEREST
THIS
ASSIGNMENT OF OVERRIDING ROYALTY INTEREST
(“Assignment”), dated effective __________ at 7:00 a.m. Mountain time (the
“Effective Time”), is from Samson
Oil and Gas USA, Inc.,
0000
Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (“Assignor”) to Xxxxx
Xxxxx, 0000
Xxxx
Xxxxx, Xxxxxx
XX
00000
(“Assignee”).
For
$100.00 and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby sells, assigns, transfers,
grants, bargains and conveys to Assignee an overriding royalty interest (“ORI”)
equal to 1% of 8/8ths in the leases described in Exhibit A attached hereto
and
incorporated by reference (“Leases”); provided that, if any Lease covers less
than the entire mineral estate in the lands covered by such Lease or if Assignor
owns less than 100% of the leasehold interest under any Lease, then the ORI
with
respect to such Lease shall be reduced in the same proportion that the portion
of the mineral estate covered thereby bears to the entire mineral estate.
The
ORI shall be calculated and paid at the wellhead. The ORI shall not bear
any
costs of development or operation. Assignee may, at Assignee’s sole cost, risk
and expense, elect to take the ORI’s share of the oil, gas, casinghead gas and
associated hydrocarbons in kind at the wellhead by providing appropriate
written
notice to Assignor of such election. It is understood that Assignee is not
obligated to take in kind and the decision to take in kind shall be at the
sole
discretion of Assignee. If Assignee does not elect to take its share of oil,
gas, casinghead gas and associated hydrocarbons in kind at the wellhead,
then
Assignee shall bear its aliquot portion of the costs incurred in gathering,
transporting, compressing, treating, and processing such production.
This
Assignment and the ORI so assigned are made subject to the following terms
and
conditions:
| A. |
This
Assignment is being made pursuant to the terms of the Leases and
any
assignments under which the Leases may have been acquired by Assignor.
All
capitalized terms used but not otherwise defined herein shall have
the
respective meanings ascribed to them in the Leases. If there is
a conflict
between the terms of this Assignment and the terms of the Leases
and any
assignments under which the Leases may have been acquired, the
terms of
the Leases and any assignments under with the Leases may have been
acquired shall control in all respects. The Assignor and Assignee
intend
that the terms of the Leases remain separate and distinct from
and not
merge into the terms of this
Assignment.
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| B. |
This
Assignment binds and inures to the benefit of Assignor and Assignee
and
their respective successors and assigns, and this ORI and all other
terms
and conditions of this Assignment shall apply to any and all extension,
renewal and substitute leases obtained by Assignor, its successors
or
assigns on the Leases described
herein.
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| C. |
The
ORI conveyed herein shall burden any extensions, renewals, substitutions
or new Lease taken by Assignor or its successors within one (1)
year after
expiration of Leases described on Exhibit
A.
|
11
| D. |
It
is understood and agreed that Assignor shall have the right to
pool the
oil and gas Leases and lands covered hereby, or any portion thereof,
with
other lands and leases into voluntary units, or into units as established
by any governmental authority having jurisdiction, and if the Leases,
and
the lands covered thereby, or any part thereof are pooled accordingly,
then the ORI herein conveyed shall be reduced in the same proportion
that
the acreage burdened by the ORI bears to all the acreage included
in any
pooled unit.
|
| E. |
This
Assignment is made pursuant to the terms and conditions of that
certain
Employment Agreement between the parties dated effective as of
October 1,
2007 and, in particular, to the Reassignment Provisions contained
in
Paragraph 2.3 of said Agreement in the event of sale or trade of
the
Leases which are the subject of this Assignment.
|
| F. |
This
Assignment of Overriding Royalty Interest is made without warranty
of
title, express or implied, except as to parties claiming by, through
or
under Assignor, but not otherwise.
|
EXECUTED
on the dates contained in the acknowledgements of this Assignment, to be
effective for all purposes as of the Effective Time.
ASSIGNOR:
SAMSON
OIL AND GAS USA, INC.
By:____________________________
ASSIGNEE:
XXXXX
XXXXX
By:____________________________
12
